What are the conditions for foreign investors to access the market?

This English version is translated from the Vietnamese original. In case of any discrepancy, the Vietnamese version prevails.

What are the conditions for foreign investors to access the market?

Updated according to the Investment Law 2025 (No. 143/2025/QH15) and Decree 96/2026/NĐ-CP. Information updated as of 03/11/2026

Can foreign investors invest under the same conditions as domestic investors?

In principle, yes. Clause 1, Article 8 of the Investment Law 2025 provides:

Foreign investors shall be granted market access conditions as prescribed for domestic investors, except as provided in Clause 2 of this Article.

This approach is commonly referred to as the "negative list" mechanism: any sector not included in the restricted list is accessible to foreign investors on the same terms as domestic investors.

Where is the list of restricted market access sectors located?

According to Clause 2, Article 8 of the Investment Law 2025, the Government shall publish the List of Sectors and Trades with Restricted Market Access for Foreign Investors, comprising two categories:

• Sectors and trades not open for market access: foreign investors are prohibited from investing in any form.

• Sectors and trades with conditional market access: investment is permitted but must comply with specific conditions.

The current List is set out in Annex I of Decree 96/2026/NĐ-CP (Section A lists sectors not open for access; Section B lists sectors with conditions). The Decree came into effect on 31/3/2026. Certain conditions in Annex I have been amended by Resolution 66.18/2026/NQ-CP, effective from 01/7/2026 [ ]. Therefore, when assessing a project, it is necessary to cross-reference the current version of Annex I and the conditions posted on the National Investment Portal.

What types of market access conditions exist?

Clause 3, Article 8 of the Investment Law 2025 provides that conditions for foreign investors may include:

• The ownership ratio of foreign investors in the charter capital of the economic organization;

• The form of investment;

• The scope of investment activities;

• The capacity of the foreign investor and partners participating in the investment activities;

• Other conditions as prescribed by law, National Assembly resolutions, ordinances, Standing Committee resolutions, Government decrees, and international treaties to which Vietnam is a party.

Each sector has its own specific conditions; therefore, a uniform standard cannot be applied to all cases.

When conducting due diligence on a project, which regulatory layers should be checked?

The review should follow this order:

1. Sectors and trades prohibited from business investment (Article 6): applies to all investors. Examples: prostitution, explosives, debt collection services, electronic cigarettes, and heated tobacco products.

2. Sectors and trades with conditions for business investment (Article 7 and Annex IV): applies to both domestic and foreign investors, effective from 01/7/2026.

3. The List of Sectors with Restricted Market Access for Foreign Investors (Article 8, Annex I of Decree 96/2026/NĐ-CP): applies exclusively to foreign investors.

4. Conditions under specialized laws: land, labor, national defense and security, and other conditions.

Do international treaties have any impact?

Yes. International treaties to which Vietnam is a party serve as the basis for developing the List (Clause 2, Article 8) and constitute a source of market access conditions (point đ, Clause 3, Article 8). According to Decree 96/2026/NĐ-CP, if a treaty provides more favorable conditions than Vietnamese law, such treaty conditions may apply [Article 17, original text should be consulted]. The applicability depends on the nationality or place of establishment of the investor and the specific commitments in each treaty; therefore, this must be determined before drawing conclusions.

Foreign-invested companies and capital contributions and share purchases

• According to Article 20 of the Investment Law 2025, an economic organization in which a foreign investor holds more than 50% of the charter capital (or, in the case of a partnership company, a majority of partners are foreign individuals) must follow procedures for foreign investors when investing, contributing capital, or purchasing shares.

• According to Article 21, a foreign investor must register before contributing capital, purchasing shares, or purchasing capital contributions in certain cases. Examples: increasing ownership ratio in a sector with conditions, or increasing ownership ratio to over 50%.

• According to Clause 2, Article 19, a foreign investor may establish an economic organization before implementing procedures for obtaining an Investment Registration Certificate; however, the investor must still comply with market access conditions under Article 8.

What assistance can A&D Law Firm provide?

A&D Law Firm provides advisory services to foreign investors in the following matters:

• Determining whether the intended sector or trade falls under Article 6, Article 7, or Annex I of Decree 96/2026/NĐ-CP;

• Assessing conditions regarding ownership ratio, form of investment, scope of activities, and cross-referencing relevant international treaties;

• Implementing investment procedures: registering capital contributions, purchasing shares or capital contributions; obtaining or amending an Investment Registration Certificate; and preparing files for investment approval if the project falls within the scope requiring approval under Article 24 of the Investment Law 2025.

Please contact A&D Law Firm to discuss your specific project.

This article provides general legal information only and does not serve as legal advice for specific cases. Each project has its own characteristics regarding industry, ownership structure, and partners; please contact a lawyer for tailored advice.

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